<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>fm8k-030807.txt
<TEXT>

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          -----------------------------

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                        (Date of earliest event reported)

                                  MARCH 8, 2007

                          ----------------------------


                                   MPLC, INC.
               (Exact name of registrant as specified in charter)

                                    DELAWARE
         (State or other Jurisdiction of Incorporation or Organization)


          DELAWARE                     34-51353                  06-1390025
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)       (IRS EMPLOYER
     OF INCORPORATION)                                       IDENTIFICATION NO.)

                         42 CORPORATION PARK, SUITE 250
                            IRVINE, CALIFORNIA 92606
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 777-3700



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))

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ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF  DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

OPTION GRANT TO BURTON KATZ

         On February 16, 2007, Burton Katz, the Chief Executive Officer of MPLC,
Inc. (the  "Company"),  was granted an option to purchase  24,375,000  shares of
common stock of the Company. Following the filing and acceptance of an amendment
to the Company's  Certificate  of  Incorporation  effecting a 1-for-300  reverse
stock split of the  Company's  common stock (the "Reverse  Split"),  the options
will be exercisable  for 81,250 shares of common stock on a  post-Reverse  Split
basis at an  exercise  price of $6.00 per  share.  Thirty  three  and  one-third
percent  (33.3%) of the shares  subject to the option vest on February 16, 2008,
and the  remaining  sixty six and  seven-tenths  percent  (66.7%)  of the shares
subject  to the  option  vest  monthly  in  equal  installments  over  the  next
twenty-four (24) months thereafter.

EMPLOYMENT AGREEMENT OF SCOTT WALKER

         Scott Walker,  the Company's Chief Marketing  Officer,  and New Motion,
Inc., a wholly owned  subsidiary  of the  Company,  were party to an  employment
agreement  dated October 1, 2005 (the "Old Employment  Agreement").  On March 8,
2007,  New Motion,  Inc. and Mr. Walker  agreed to terminate the Old  Employment
Agreement and on the same date,  the Company and Mr. Walker agreed to enter into
a new employment  agreement (the "New Employment  Agreement").  Mr. Walker's New
Employment  Agreement  terminates on June 1, 2008.  Pursuant to the terms of the
New  Employment  Agreement,  in the current year, Mr. Walker will receive a base
salary of  $225,000,  which will  increase  to  $250,000  on June 1,  2007.  Mr.
Walker's New Employment Agreement also provides that Mr. Walker will be eligible
to participate in the Company's Management Incentive Program,  pursuant to which
the Company will set aside in a fund each fiscal year for payment to Mr.  Walker
and other  members of  management  an amount based upon the  Company's  earnings
before  interest and taxes (EBIT) for such fiscal year.  The portion of the fund
payable to Mr. Walker will be determined in the sole discretion of the Company's
Board of Directors. Mr. Walker is also entitled to receive an option to purchase
37,500 shares of the Company's common stock on a post-Reverse  Split basis at an
exercise  price per share of $6.60,  however,  all  options to  purchase  equity
securities  of New Motion,  Inc.  which were  previously  granted to Mr.  Walker
(options to purchase  581,096  shares of common  stock on a  post-Reverse  Split
basis) were cancelled pursuant to the terms of the New Employment Agreement. Mr.
Walker is also entitled to reimbursement  for costs associated with the lease or
purchase,  maintenance  and  insurance  of an  automobile  in an amount of up to
$1,200 per month, and  reimbursement  of an additional  amount of up to $300 per
month  for  costs   associated  with  use  of  cellular   equipment  and  mobile
communication service or subscription fees. Upon the termination of Mr. Walker's
employment with the Company without cause, Mr. Walker is entitled to receive the
base salary and the bonus that would have been paid to Mr.  Walker from the date
of termination of his service  through the expiration of the initial term of his
New Employment Agreement.  After the expiration of his New Employment Agreement,
upon the termination of Mr. Walker's  employment with the Company without cause,
Mr.  Walker is entitled to receive one month's pay at Mr.  Walker's then current
base  salary.  Mr.  Walker's  New  Employment  Agreement  also  provides for the
arbitration  of disputes.  Mr. Walker is also party to a lock-up  agreement with
the Company  whereby he agrees not to sell or  otherwise  transfer any shares of
common stock of the Company which he now owns or later  acquires  until February
28, 2009.


                                       2
<PAGE>


         The  description  of Mr.  Walker's New Employment  Agreement  contained
herein does not  purport to be  complete  and is  qualified  in its  entirety by
reference to the agreement,  a copy of which is attached  hereto as Exhibit 10.1
and is incorporated herein by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of business acquired. N/A

         (b)      Pro forma financial information. N/A

         (c)      Shell company transactions. N/A

         (d)      Exhibits.

                  10.1     Employment  Agreement  dated  March 8,  2007,  by and
                           between MPLC, Inc. and Scott Walker.


                                       3
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   MPLC, INC.


Date:  March 14, 2007              By:    /s/ Allan Legator
                                          --------------------------------------
                                          Allan Legator, Chief Financial Officer


                                       4
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                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
-------           ----------------------

10.1              Employment Agreement dated March 8, 2007, by and between MPLC,
                  Inc. and Scott Walker.


                                       5

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